Re Agreement

Banco Bilbao Vizcaya Argentaria SA
31 May 2001


FINANCIAL COMPANIES AND OPERATORS GET TOGETHER TO LAUNCH A
PAYMENT STANDARD BY THE MOBILE TELEPHONE IN SPAIN

-  Telefonica Moviles, BBVA, BSCH and Airtel set up a Spanish standard in order 
   to activate payments through the mobile telephone, Amena will join as well.

-  This agreement will allow, with a common technology, the open competition    
   among the financial companies for their customers and points of sale, and the
   competition among mobile operators for the users.

-  Caja Madrid, Banco Popular, Banesto, Banc Sabadell and Xfera will also join  
   to the project.

-  The system will materialise in a secure mechanism of activating cards and    
   will take advantage from the capacity of the current payment facilities      
   managers.

-  The agreement integrates the several projects in course hereto, setting up   
   from the basis of being open to all the financial companies, mobile operators
   and companies of procedure of payment facilities existing in Spain, and gives
   the opportunity for the international expansion of the Spanish standard.

-  The agreement establishes the creation of two companies with an initial      
   investment nearby 7,000 million pesetas.